外商独资企业章程.docx

外商独资企业章程 Articles of Association for Zhongbao Energy Resources Service Company Catalogue Chapter 1 General Provisions Chapter 2 Objectives， Scope and Scale of Production and Business Chapter 3 Total Investment Amount and the Registered Capital Chapter 4 Investors Chapter 5 Board of Directors Chapter 6 Supervisors Chapter 7 Business Management Office Chapter 8 Labor Management Chapter 9 Trade Union Chapter 10 Taxation and Finance Chapter 11 Exchange Management Chapter 12 Distribution of Profits Chapter 13 Duration and Termination Chapter 14 Insurance Chapter 15 Supplementary Provisions Chapter 1 General Provisions Article 1 In accordance with Law of the People's Republic of China on Foreign-Capital Enterprises ,Company Law of the PRC and other relevant Chinese laws and regulations, _Treasure China Investment Limited intends to set up Zhongbao Energy Resources Service Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise. For this purpose, these Articles of Association hereunder are worked out. Article 2 The investing party is a legal person registered with Hong Kong in accordance with the laws of Hong Kong. Basic information as follows: The legal name of the investing party is Treasure China Investment Limited. Its legal representative: Name Nationality The legal address of the Company is at Rooms 1001-4A, Champion Building, 287-291 Des Voeux Road Central, Hong Kong. Tel: Fax: Article 3 The name of the Company in Chinese is 中宝能源设备服务有限公司 The name of the Company in English is Zhongbao Energy Resources Service Company. The legal address of the Company is at 6,Gangwu Avenue, Xian International Trade &Logistics Park, Xian, China. Article 4 Chairman of the Board is the legal representative, perform his or her duties comply with the stipulations of the Chinese laws, decrees and relevant regulations. Article 5 The Company is Chinese legal person, its activities is under the governance of Chinese laws and regulations. All the legitimate rights and interests of the company is under the guarantee and protection of Chinese law. The company form is Co., Ltd. The responsibility of the investor is limited to the registered capital of the company. Company is responsible for the debts by all its assets. After being agreed by China relevant departments, company can set up branches or subsidiaries on domestic or abroad. Chapter 2 Objectives， Scope and Scale of Production and Business Article 6 The objective of the Company is to strengthen economic cooperation and technological exchange, also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party. Article 7 The business scope of the Company is Drilling equipment and accessories sales, labor services, drilling engineering, petroleum technology consulting and services (above the range are free from state laws and regulations and restrictions prohibit operating the project, involving licensing qualification, with operating permits) Chapter 3 Total Investment Amount and the Registered Capital Article 8 The amount of total investment of the Company is USD90,000,000; the registered capital is USD50,000,000. The registered capital is paid in _ installments. Within three months upon the issuance of business license, _ of the first installment shall be paid, and the rest part shall be paid off in two years. The difference between the total amount of investment and the registered capital can obtain from bank loans or shareholder loans. Article 9 The proportion for export of the Company is _. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company. Chapter 3 Total Investment Amount and the Registered Capital Article 10 The amount of total investment of the Company is _; the registered capital is _. Article 11 The contribution methods of the Company are, cash _; kind equivalent of _. Article 12 The investing party shall contribute the registered capital with the following method: (Note: choose one of them) 1. Paying off all the capital within six months upon the issuance of business license. 2. The registered capital is paid in _ installments. Within three months upon the issuance of business license, _ of the first installment shall be paid, accounting for _% of its subscribed capital, and the rest part shall be paid off in _ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.) The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People's Bank of China. The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right. Article 13 Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce. Article 14 The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce. Chapter 4 Board of Directors Article 15 The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors. Article 16 The Board of Directors is composed of _directors, with one chairperson and _ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce. Article 17 The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations. Article 18 The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Article 19 The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote. Article 20 In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to waive his/her right. Article 21 Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues: 1. modification of the Articles of Association of the Company; 2. termination or dissolution of the Company; 3. readjustment of registered capital of the Company; 4. split of the Company or merger with other economic organizations. 5. issues which, according to the Board of Directors, must be unanimously passed by all directors. Other issues can be passed by the decisions of simple majority. Article 22 Each Board meeting shall have detailed minutes, which shall be signed by all the directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference. Chapter 5 Business Management Office Article 23 The Company exercises general manager responsibility system under the leadership of the Board of Directors, with _ general managers and _ deputy general managers to be engaged by the Board of Directors. Article 24 The general manager is directly responsible to the Board of Directors and shall carry out the various decisions of the Board and organize and guide the overall production of the Company. The deputy general managers shall assist the general manager in his/her work. The terms of reference of the general manager and deputy general managers shall be decided by the Board of Directors. Article 25 Several department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle the matters handed over by the general manager and deputy general managers and be responsible to them. Article 26 The general manager, the deputy general managers and all the other managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies. In case of malpractice or serious dereliction of duty on the part of the general manager and deputy general managers, they can be dismissed at any time upon the decision of the Board meeting. Article 27 The departments of the Company and the setup of department structure shall be planned by the general manager and deputy general managers through consultation and shall be determined by the Board of Directors. Other sub-departments and the setup of positions other than senior managers shall be determined by the general manager and the deputy general managers through consultation. Article 28 In case of malpractice or serious dereliction of duty on the part of the senior managers, the Board of Directors shall have the power to dismiss them at any time. Chapter 6 Taxation, Finance and Foreign Exchange Management Article 29 The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation. Article 30 Staff members and workers of the Company shall pay individual income tax according to Individual Income Tax Law of the People's Republic of China. Article 31 The Company shall implement accounting system in accordance with relevant financial management system of the People's Republic of China. The Company shall, according to international practice, adopt accrual accounting system and debit-credit book-keeping method. Article 32 The fiscal year of the Company shall be from January 1 to December 31 of each Gregorian calendar year. The first fiscal year shall be from the day when the business license is issued to December 31 of the same year. Article 33 All accounting vouchers, account books and statements shall be written in Chinese and shall, if written in foreign languages, be supplemented with Chinese. Article 34 The Company shall use RMB bookkeeping. Conversion of RMB with other currencies shall be calculated on the basis of middle rate promulgated by the State Administration of Foreign Exchange on the day of arising. Article 35 The Company shall, in accordance with applicable Chinese laws and regulations, open a foreign currency account and a RMB account in domestic banks. Article 36 In the first 3 months of each fiscal year, the general manager shall prepare the previous year's balance sheet, profit and loss statement and profit distribution proposal and submit them to the Board of Directors for examination and approval. Financial checking and examination of the Company shall be conducted by an auditor registered in China and the auditor's report shall be submitted to the Board of Directors. Article 37 The foreign exchange issues of the Company shall be handled in accordance with the relevant laws and regulations concerning foreign exchange administration. Chapter 7 Distribution of Profits Article 38 The Company shall set aside allocations for reserve funds, expansion funds of the Company and welfare funds and bonuses for staff and workers from the after-income-tax profits. The specific proportion of allocations shall be decided by the Board of Directors in accordance with Rules for the Implementation of the Law of the People's Republic of China on Foreign- Capital Enterprises and other relevant laws and regulations of China. Article 39 The remaining profits after payment of company income tax and allocation of various funds in accordance with the stipulations of Article 38 shall be distributed to the investing party according to the decision of the Board of Directors. Article 40 The profits of the Company shall be distributed annually and no profits shall be distributed should the losses in the previous years not be covered. The undistributed profits in the past fiscal years can be distributed together with the distributable profits in the current fiscal year. Chapter 8 Labor Management Article 41 Such issues of the Company as recruitment, employment, dismissal, resignation, welfare, labor protection and labor discipline shall be handled in accordance with relevant stipulations of China on labor and social insurance. The Company shall not employ child labor. Article 42 The Company shall enter into labor contract with the employees and shall file with the local labor administration authority. Article 43 The Company has the power to impose punishment such as disciplinary warning, demerit recording, wage reduction and even dismissal in case of grave misconduct on the staff members and workers violating the rules, regulations and labor discipline of the Company. Dismissal of staff member or worker shall be filed with the local labor administration authority. Article 44 The wages and remuneration of the staff members and workers of the Company shall be decided by the Board of Directors in accordance with relevant stipulations in China and according to the situation of the Company and shall be specifically stipulated in the labor contract. Chapter 9 Trade Union Article 45 The staff members and workers of the Company have the right to set up grassroots trade union organization and carry out trade union activities in accordance with the provisions of Trade Union La